COVID-19 Update: FAQ and Other Information for Clients

Articles Posted in Commercial Transactions

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Malls are seemingly at the epicenter of the business news cycle each day, from COVID-related shopping limitations to chain store bankruptcies and slowed real estate transactions. Kang Haggerty founding member Jackie Fetbroyt serves as moderator and panelist for the plenary session of the Pennsylvania Bar Institute’s Annual Real Estate Institute on December 4th, 2020 — From Brick and Mortar to Change or Mortem: The Transformation and Redevelopment of Malls’ Dead Space, featuring a discussion regarding the failing of traditional malls in America, including its causes, trends in redevelopment plans (from Mega Churches to Experiential Entertainment and Lifestyle Centers), actions of local governments, developers, and retailers, and the role of the real estate lawyer in the overhaul and redevelopment process. To learn more about the CLE program and to register, click here.

This CLE webinar will provide corporate counsel with guidance for drafting director and officer (D&O) indemnification provisions in bylaws, LLC operating agreements, limited partnership agreements, and other governance documents as well as contractual indemnification agreements. The panel will also discuss how indemnification provisions interact with a company’s D&O insurance policies. Panelists include Kang Haggerty managing member Edward T. Kang and Kang Haggerty member Kandis L. Kovalsky, with Brian H. Mukherjee, Counsel, Goodwin Procter.

D&O Indemnification Provisions in Corporate Governance Documents: Implementing 2020 DOJ Guidance is presented by Strafford Publications. The webinar will take place Tuesday, November 17th from 1-2:30 pm EST.

 

Kang Haggerty & Fetbroyt has received national recognition for its Construction Law practice in the U.S. News – Best Lawyers® “Best Law Firms” 2021. In addition, the firm was recognized in the Philadelphia Metropolitan listings for Commercial Litigation and Construction Law.

Firms included in the 2021 Edition of U.S. News – Best Lawyers “Best Law Firms” are recognized for professional excellence with consistently impressive ratings from clients and peers. To be eligible for a ranking, a firm must first have a lawyer recognized in The Best Lawyers in America©, which recognizes 5% of lawyers practicing in the United States. Achieving a tiered ranking signals a unique combination of quality law practice and breadth of legal expertise.

The 2021 rankings are based on the highest lawyer and firm participation on record, incorporating 8.3 million evaluations of more than 110,000 individual leading lawyers from more than 22,000 firms.

Graphic shows two hands. One holding a contract that shows Force Majeure and the other hand signing.As a commercial transactional lawyer, I often speak to my clients and colleagues about contract management. While I am usually heavily involved in many stages of the contract lifecycle – most notably, negotiations, drafting, closings and amendments – the real work (and most problems) arise during contract performance, which is the time the contracting company is typically “on its own.”  I stress to my clients that competent management of contracts post-execution is critical: your management team needs to know its contractual obligations: due dates and milestones, payment terms, and areas of performance. Who’s doing what, when, and for how much?  I recommend companies appoint a contract manager to maintain each contract and its pertinent information, and create a database of performance, payment, and other obligation information, along with applicable deadlines and a “tickler” system.

Now, in the wake of COVID-19 and its tremendous impact on businesses, it is important to pull out those databases, and update them with information particular to the current state of operations – yours and your contracting partners. Continue reading ›

Flyer advertising CLE with panelists, date and timeKang Haggerty Managing Member Edward T. Kang and Member Kandis L. Kovalsky are both presenters in an upcoming CLE on the advantages and disadvantages of using arbitration as a resolution mechanism for complex commercial cases. Kandis also serves as Course Planner.

This 3-hour CLE will review the history of arbitration and the United State’s growing trend favoring arbitration. The panel, comprised of experienced practitioners and arbitrators, will discuss the preliminary conference, discovery, awards as well as considerations for increasing the efficiency in arbitration. Continue reading ›

Kang Haggerty & Fetbroyt Members Edward T. Kang, Jacklyn Fetbroyt and Kandis L. Kovalsky are attending the 2020 National Association of Minority and Women Owned Law Firms (“NAMWOLF”) Driving Diversity & Leadership Conference in Fort Lauderdale, Florida from February 22nd to February 25th. Continue reading ›

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Gregory H. Mathews

Headshot of Henry J. Donner

Henry J. Donner

Kang Haggerty is pleased to announce that Gregory H. Mathews (Commercial Litigation) and Henry J. Donner (Construction Law) have been selected for inclusion in The Best Lawyers in America© 2020, recognized for excellence in their respective practices for the Philadelphia, Pennsylvania market.

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Gregory H. Mathews

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Henry J. Donner

Kang Haggerty is pleased to announce that Gregory H. Mathews and Henry J. Donner have been selected for inclusion in The Best Lawyers in America© 2019.

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Image from Hines, Owner & Developer

On Wednesday, March 14, 2018, the Jewish Federation of Greater Philadelphia’s Real Estate affinity group (JFRE) hosted Mayor Kenney and Seth Shapiro, COO of The Goldenberg Group and Chairman of the Board of Philadelphia Gas Works, to discuss the City of Philadelphia’s 2019 fiscal Budget and its impacts on the City’s businesses and real estate industry. The event took place at the brand new luxury apartment building located at 1213 Walnut Street. Shapiro and Kenney discussed the following:

  • Improving educational outcomes and workforce readiness
  • Improving the Philadelphia school system and increasing wages
  • Increasing Philadelphia property taxes
  • Increasing Philadelphia’s realty transfer tax

Continue reading ›

What is a bulk sale clearance certificate, and how is a bulk sale clearance certificate related to a Pennsylvania real estate transaction?  In Pennsylvania, a bulk sale clearance certificate must be obtained in all transactions involving the sale of fifty-one or more percent of the assets of a business, including real estate.  Because it is common for property owners to create single purpose entities to own the real estate, bulk sale clearance certificates are required in many real estate transactions, since the real estate represents the sole asset (i.e., 100%) of the assets owned by such SPE.  A bulk sale clearance certificate from the Pennsylvania Department of Revenue verifies that a particular entity satisfied all tax obligations due to the Commonwealth of Pennsylvania, including taxes, interest, penalties, fees, charges and any other liabilities up to and including the date of transfer.

Moreover, under 69 P.S. § 529, every corporation, joint-stock association, limited partnership or company organized under the Commonwealth of Pennsylvania or any other state that engages in business in the Commonwealth of Pennsylvania which sells in bulk fifty-one percent or more of any stock of goods, wares or merchandise of any kind, fixtures, machinery, equipment, buildings, or real estate, shall give the Department of Revenue ten days’ notice of the sale, prior to the completion of the transfer of such property.

To provide proper notice and comport with Pennsylvania law, the seller must file form REV-181, the Application for Tax Clearance Certificate, with the Pennsylvania Department of Revenue and the Pennsylvania Department of Labor and Industry ten days before the closing of the sale. A copy of the agreement of sale and preliminary settlement statement should be included with the Application for Tax Clearance Certificate.  (Note, however, that the Department of Revenue often requests re-submission post-closing so that all closing information and interim tax returns through the date of closing may be submitted).  In addition, all such entities must file all state tax reports with the Department of Revenue to the date of the proposed closing on the transfer of property and pay all taxes and unemployment compensation contributions due to the Commonwealth of Pennsylvania through the date of closing. If all state tax reports have been filed and if all state taxes and unemployment compensation contributions are paid up to the date of the proposed transfer, the State issues a clearance certificate to the seller, which is then provided to the buyer.

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